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CRITICAL RESOURCES LIMITED — Capital/Financing Update 2019
May 13, 2019
64708_rns_2019-05-13_d1454c63-3125-4578-b1a0-64442eeeff66.pdf
Capital/Financing Update
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14 May 2019
ASX Announcements Office 152–158 St Georges Terrace Perth WA 6000 Australia
APPOINTMENT OF MALAWI LAWYERS TO COMPLETE DUE DILIGENCE
Force Commodities Ltd ( Force or the Company ) (ASX Code: 4CE) is pleased to announce that it has formally appointed Malawi law firm, Taulo & Associates, to complete the legal due diligence review of the Company’s proposed acquisition of an initial 51% majority interest in lead, silver and zinc rights that extend over three granted exploration licenses and one mining license (under application) located in the Central Region of the Republic of Malawi (refer ASX Announcement dated 9 May 2019, HOA Executed - Highly Prospective Malawi Base Metals Project).
Taulo & Associates, based in Malawi’s capital city of Lilongwe, will complete a review of the legal tenure and confirm the good standing of the three granted Exploration Licenses (EPL479, EPL483 and EPL484) which are currently held by Graphite Africa Limited ( GAL ).
A further review of the status of the application for the Mining License (AML0029), which is proposed to be issued to Galena Mining Limited ( GML ), and which the Company will hold an indirect 51% interest, is also to be undertaken.
The Company will further receive advice from Taulo & Associates on ensuring the Company’s proposed exploration, development and mining activities in the country will comply with all applicable Malawian mining and environmental legislation.
“The legal due diligence review of the proposed transaction in Malawi is now well underway. I was able to meet with Mr Oscar Taulo, Managing Counsel of Taulo & Associates recently whilst in Lilongwe, and he understands what is required by Force’s Board of Directors in order for us to proceed with our planned investment into the country and the high-grade lead and silver project that we have secured.” Mr Jason Brewer, Managing Director of Force said.
“ I was very impressed with my recent site visit in Malawi. The country is largely undeveloped from a mining perspective and has established an investor friendly environment that promotes foreign investment. I am looking forward to the opportunities for Force in Malawi.” Brewer added.
In addition, to the legal due diligence review ongoing in Malawi, the Company is further progressing its legal review of the acquisition of the 63.75% shareholding, TerraCare AG ( TCA ), who currently hold the 80% interest in GML. This acquisition will provide Force with a subsidiary company incorporated in Switzerland.
Force Commodities Ltd | Ground Floor, 20 Kings Park Road, West Perth, WA, 6005 | PO Box 1024 West Leederville WA 6007 Ph: +61 8 6462 1421 | F: +61 8 6323 3347 | web:forcecommodities.com.au | ABN 12 145 184 667 | ASX:4CE
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PROPOSED HIGH-GRADE LEAD SILVER ACQUISITION
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Figure 1: Location map of the 3 granted exploration licenses and one mining license (under application)
The Company has executed a binding Heads of Agreement with Swiss based, TCA and with Malawi based GML and GAL.
Force will acquire a 63.75% shareholding in TCA. TCA has an 80% shareholding in GML, with the 20% balance held by local Malawi shareholders.
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Figure 2: Acquisition Structure of the Malawi Galena - Lead, Silver and Zinc - Projects
Under the terms of the acquisition of its interest in TCA, the Company will have a resulting indirect 51% interest in GML and will be the manager and operator of GML and will be responsible for the funding of its activities and the marketing and sale of all mineral production of lead, silver and zinc ore.
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The Heads of Agreement is subject to a number of conditions which must be satisfied or waived, including:
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a. completion of satisfactory technical, legal and financial due diligence by the Company;
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b. execution of formal joint venture agreements as may be necessary to formalise and define the final and agreed terms between the parties;
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c. receipt of any government, regulatory and third-party approval and consents, if required;
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d. the Company obtaining any necessary ASX, shareholder, regulatory or Board approvals or consents, if required.
The Company has already received confirmation from ASX that listing rule 11.1.2 and 11.1.3 does not apply to the proposed acquisition.
The Company will continue to update shareholders on its progress with the acquisition and satisfaction of conditions.
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Contact:
Jason Brewer
Managing Director Force Commodities Limited Tel: +61 (0) 8 6462 1421
Forward looking statements
Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs.
Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance and achievements to differ materially from any future results, performance or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.
Forward looking statements are based on the Company and its management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company’s business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company’s control.
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Although the Company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.
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